TRI-COUNTY FEDERAL SAVINGS BANK

                            ------------------------

                             SPLIT DOLLAR AGREEMENT
                            ------------------------

     THIS AGREEMENT,  made and entered into this 28 day of August,  1996, by and
between TRI-COUNTY FEDERAL SAVINGS BANK, a corporation  chartered under the laws
of The State of  Maryland  and the  principal  office of which is located in the
Waldorf,   Maryland  (hereinafter  called  the  "Employer"),   and  Micahel  Leo
Middleton,   an  individual   residing  in  Maryland   (hereinafter  called  the
"Employee").

     WHEREAS,  the Employee is a valuable officer of the Employer,  and wants to
obtain life insurance under a policy to be paid for by the Employer; and

     WHEREAS,  the Employer wishes to retain the services of the Employee and to
help the  Employee  obtain  such life  insurance  not only for the  benefit  and
protection  of the  Employee's  family (by  contributing  toward  payment of the
premiums due on the policy on the Employee's  life), but also through  retaining
the right to death  benefits  that would assist the  Employer in  replacing  the
Employee if necessary due to the Employee's death; and

     WHEREAS,  the Employee will be the owner of the insurance  policy  acquired
pursuant to the terms of this  Agreement  and the policy will be assigned to the
Employer as security for the  repayment  of the amounts  that the Employer  will
contribute  toward payment of the premiums due on each policy listed on Schedule
A hereto;

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement, it is agreed as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.01  "Assignment"  shall refer to the collateral  assignment of the Policy
            ----------
that the  Employee  will grant to the  Employer and that will be evidenced by an
instrument of assignment filed with the Insurer.  The form of such instrument of
assignment is attached as Schedule B hereto.

     1.02 "Change of Control"  shall refer to the  acquisition of the beneficial
           -----------------
ownership  (as that  term is  defined  in Rule  13d-3 of the  General  Rules and
Regulations  under the  Securities  Exchange  Act of 1934) of 25% or more of the
voting  securities  of the  Employer  (or of any bank  holding  company  for the
Employer) by any person or by persons acting as a "group" (within the meaning of
Section  13(d) of the  Securities  Exchange  Act of 1934).  For purposes of this
subparagraph  only, the term "person"  refers to an individual or a corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.



<PAGE>
     1.03 "Disability"  shall refer to that medically  determinable  physical or
           ----------
mental impairment that disables or incapacitates the Employee to the extent that
he is unable to perform his duties of  employment,  as stated in his  Employment
Agreement with the Employee,  and that establishes the Employee's eligibility to
receive disability benefits under his Employment Agreement.

     1.04  "Insurer"  shall  refer to any  insurance  company  that has issued a
            ------
policy.

     1.05  "Normal  Retirement"  shall  refer to an  Employee's  termination  of
            ------------------
service  with  the  Employer  on or after  the  Employee's  sixty-second  (62nd)
birthday for reasons other than death,  Disability,  Termination  for Cause,  or
Change of Control.

     1.06  "Policy"  shall refer to the insurance  policy or policies  listed on
            ------
Schedule A attached hereto.

     1.07 "Recovery Amount" shall mean the total amount of the Employer's share,
           ---------------
as set forth in Section 2.03(A), of the premiums paid by the Employer toward the
Policy,  except  that,  (i) in the context of the  Employee's  death while still
owning  the  Policy,  the  Recovery  Amount  shall  mean the amount to which the
Employer is entitled  under Section  3.02(B),  and (ii) in the context either of
the Employee's Termination for Cause or of the Employer's exercise of its rights
pursuant to Section 3.02 to receive the  Recovery  Amount from the cash value of
the Policy,  the  Recovery  Amount  shall mean the lesser of (a) the  Employer's
share of the premiums paid toward the Policy and (b) the cash surrender value of
the Policy as of the applicable determination date.

     1.08 "Termination for Cause" shall mean:
           ---------------------

          (A)  the Employer's termination of the Employee as a result of (1) the
               Employee's conviction of, or plea of nolo contendere to, a felony
                                                    ---- ----------
               or crime involving moral turpitude;  (2) the Employee's  personal
               dishonesty,   incompetence,   willful  misconduct,  breach  of  a
               fiduciary duty involving personal profit,  intentional failure to
               perform stated duties,  or willful violation of any law, rule, or
               regulation (other than traffic violations or similar offenses) or
               final  cease-and-desist  order;  or (3) the  Employee's  material
               breach of any  provision  of his  Employment  Agreement  with the
               Employer; or

          (B)  the removal of the Employee and/or  permanent  prohibition of the
               Employee  from  participating  in the  conduct of the  Employer's
               affairs by an order issued under  Sections  8(e)(4) or 8(g)(1) of
               the  Federal  Deposit  Insurance  Act  ("FDIA"),  12  U.S.C.  ss.
               1818(e)(4) or (g)(1).



                                       2
<PAGE>

                                   ARTICLE II
                          GENERAL TERMS AND CONDITIONS

     2.01  Application for Insurance.  The Employee will apply to the Insurer(s)
           -------------------------
for a Whole Life  Policy or  Policies  on his life in the face  amount  totaling
$2,000,000  and will do  everything  necessary to cause the Policy to be issued.
When the Policy is issued, the policy number,  face amount and plan of insurance
will be recorded  and  attached to this  Agreement,  and the Policy will then be
subject to the terms of this Agreement.

     2.02 Ownership of Policy. The Employee shall be the owner of the Policy and
          -------------------
may  exercise  all rights of  ownership  with  respect  to the Policy  except as
otherwise  provided in this Agreement and in the Assignment.  The Employee shall
have the right to name or change the beneficiary or beneficiaries of the Policy.
The Employee shall have the right to borrow against the Policy up to the maximum
loan  value of the  Policy,  reduced  by the  Recovery  Amount,  but  shall  not
otherwise  have the right to borrow  against  the Policy  except as set forth in
Section 5.02 of this Agreement. The Employer shall not borrow against the Policy
without the prior written  consent of the Employee.  While this  Agreement is in
force and effect,  the Employee shall not sell,  assign,  transfer,  exchange or
surrender or  otherwise  terminate  the Policy  without the  Employer's  written
consent.  The Employee may, however,  cause the surrender and termination of the
Policy at any time by providing  notice of the  termination  of the Agreement to
the Employer pursuant to Section 5.01.

     2.03 Payment of Premiums.  Subject to Section 3.01,  the Employer shall pay
          -------------------
the  premiums  on the Policy  during  the  Employee's  term of service  with the
Employer and for any period thereafter for which the Employer has the obligation
to pay  premiums  under  the  terms  of this  Agreement.  Each  premium  will be
allocated between the Employee and the Employer as follows:

          A.   The  Employer's  share of the premium  shall be the amount of the
               planned  periodic  premium  reduced  by an  amount  equal  to the
               economic benefit of the premium to the Employee,  as described in
               IRS Revenue Rulings 64-328 and 66-110 (the "Economic Benefit").

          B.   The  Employee's  share of the premium  shall be the amount of the
               Economic  Benefit.  Such share  shall be paid by the  Employer as
               agent for the  Employee  and shall be charged to the  Employee as
               cash  compensation,  and for all  purposes  shall be deemed  cash
               compensation to the Employee and not Employer-paid premiums.

     2.04  Employee's   Obligation  to  Employer.   The  Recovery  Amount  shall
           -------------------------------------
constitute  indebtedness  of the  Employee to the  Employer.  Repayment  of such
indebtedness  shall  be made in  accordance  with  Section  3.02 or 5.02 of this
Agreement.


                                       3
<PAGE>

     2.05  Assignment  of Policy.  The Employee  shall  collaterally  assign the
           ---------------------
Policy to the Employer as security for repayment of the Recovery  Amount through
execution  of the  form  of  Assignment  attached  as  Schedule  B  hereto.  The
Assignment may not be terminated, altered or changed without the written consent
of the Employer, but will terminate automatically upon the Employer's receipt of
the Recovery  Amount  pursuant to Section 3.02 or the Employee's  payment of the
Recovery Amount to the Employer pursuant to Section 5.02.

     2.06 Additional  Policy  Benefits and Riders.  The Employee may at any time
          ---------------------------------------
add a rider to the Policy.  Upon written  request by the Employer,  the Employee
will add a rider to the Policy for the benefit of the Employer.  The  additional
premium  for any  rider  that is added to the  Policy  will be paid by the party
entitled to receive the proceeds of the rider.

     2.07 Continuation of Employer's  Obligations upon Change of Control. Upon a
          --------------------------------------------------------------
Change of Control,  the Employer or its successor  organization  surviving after
the Change of Control shall be deemed to have assumed,  and shall be responsible
to discharge,  all  obligations of the Employer under this  Agreement.  Upon the
Employer's reorganization,  merger, consolidation,  or sale of substantially all
of its assets to another  organization,  the survivor or successor  organization
shall be deemed to have assumed,  and shall be  responsible  to  discharge,  all
obligations of the Employer under this Agreement,  and the term "Employer" shall
be deemed to refer to such successor or survivor organization.

                                   ARTICLE III
              EMPLOYER'S FUNDING OBLIGATIONS AND RIGHTS OF RECOVERY

     3.01 Employers Rights and Funding Obligations on Certain Events.
          ----------------------------------------------------------

          A.   Disability and Normal  Retirement.  If the Employee  resigns from
               ---------------------------------
               the  Employer's   employ  on  account  of  Disability  or  Normal
               Retirement,  the Employer shall pay the remaining premiums on the
               Policy if, as, and when due in the  ordinary  course,  subject to
               Section 2.03(A).

          B.   Termination  for  Cause.  Notwithstanding  any other  intervening
               -----------------------
               event,  upon the Employee's  Termination for Cause,  the Employer
               shall notify the Insurer of the Employee's Termination for Cause,
               and all rights,  title,  and interest in the Policy  shall,  upon
               such notice,  be  transferred  to the Employer under the terms of
               the  Policy as of the date of such  Termination  for  Cause.  The
               parties  hereby agree that the terms of the Policy shall  provide
               for the automatic  transfer of all rights,  title and interest to
               the Employer upon the conditions described in this Paragraph.

          C.   Termination  or Resignation  for Other Reasons.  In the event the
               ----------------------------------------------
               Employee is  terminated or resigns from service with the Employer
               for reasons  other than  Termination  for Cause,  Disability,  or
               Normal  Retirement,  this Agreement  shall continue in full force
               and effect, except that Employer


                                       4
<PAGE>

               shall have no further  obligation  to pay  premiums on the Policy
               upon such termination or resignation.

          D.   Termination  of  Agreement  by  Employee.  In the event  that the
               ----------------------------------------
               Employee provides written notice of termination of this Agreement
               to the Employer pursuant to Section 5.01, the Employer shall have
               no further  obligation to pay premiums on the Policy upon receipt
               of such notice.

     3.02 Employer's   Recovery  Upon  Death,   Resignation  or  Termination  of
          ----------------------------------------------------------------------
          Agreement.
          ---------

          A.   Disability  or  Normal  Retirement.  If the  Employee  terminates
               ----------------------------------
               employment  with the Employer on account of  Disability or Normal
               Retirement, the Employer shall have the right, subject to Section
               5.02,  to receive the Recovery  Amount from the death  benefit or
               the cash value of the Policy,  upon the earlier of the Employee's
               death or the Employee's provision of notice of termination of the
               Agreement pursuant to Section 5.01.

          B.   Death of Employee.  If the employee  dies while he still owns the
               -----------------
               Policy  (whether  or not the  Employee is then an Employee of the
               Employer),  the Employer shall have the right to receive one half
                                                                        --- ----
               of the death benefit payable under the Policy.

          C.   Termination of Agreement by Employee;  Termination or Resignation
               -----------------------------------------------------------------
               of Employee for Other Reasons.  In the event the Employee  either
               -----------------------------
               provides written notice of termination of this Agreement pursuant
               to Section 5.01 hereof,  or is terminated or resigns from service
               with the Employer for reasons other than  Termination  for Cause,
               Disability  or Normal  Retirement,  the  Employer  shall have the
               right,  subject to Section 5.02,  to receive the Recovery  Amount
               from the death  benefit  or cash  value of the  Policy  upon such
               provision of notice, termination or resignation.

                                   ARTICLE IV
                         PAYMENTS UPON DEATH OF EMPLOYEE

     4.01 Employer's Actions. Upon the death of the Employee, the Employer shall
          ------------------
promptly take all actions necessary to obtain the Recovery Amount from the death
benefit of the Policy.

     4.02 Payment of Death Benefit to  Beneficiary.  Subject to the terms of the
          ----------------------------------------
Assignment  and to Section  3.02(B)  hereof,  the  balance of the death  benefit
provided under the Policy,  if any, shall be paid directly to the beneficiary or
beneficiaries of the Policy in the manner designated by the Employee. No payment
shall be made to the  beneficiary  or  beneficiaries  of the  Policy  until  the
Recovery Amount has been paid to the Employer in accordance with Section 3.02(B)
hereof. The parties hereto agree that the beneficiary  designation  provision of
the Policy shall



                                       5
<PAGE>
 conform to the provisions hereof.

                                    ARTICLE V
                               RIGHTS OF EMPLOYEE

     5.01 Employee's Right to Terminate Agreement.  The Employee may at any time
          ---------------------------------------
effect the  termination  of this  Agreement by providing  written  notice to the
Board of Directors of the Employer.  Following such notice,  the Agreement shall
terminate either upon the Employee's  exercise of his option pursuant to Section
5.02 or upon the Employer's  receipt of the Recovery  Amount pursuant to Section
3.02(C).

     5.02  Employee's  Option  to  Receive  Release  of  Assignment.   Upon  the
           --------------------------------------------------------
occurrence of any of the events set forth in Section 3.02 that give the Employer
the right to receive the Recovery Amount from the cash value of the Policy,  the
Employee  shall have a 60-day  option to receive  from the Employer a release of
the Assignment in  consideration  of the Employee's cash payment of the Recovery
Amount to the Employer.  The Employer  agrees that the Employee  (solely for the
purpose of facilitating  his payment of the Recovery Amount to the Employer) may
borrow  or  withdraw  from the  Policy  cash  value  amounts  in  excess  of the
Employee's share of the cash value of the Policy.  If the Employee does not make
payment of the  Recovery  Amount  within the 60-day  period,  the  Employer  may
enforce  its right to receive the  Recovery  Amount from the cash value or death
benefit of the Policy.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.01  Termination of Agreement.  This Agreement shall terminate when either
           ------------------------
of the following events occur:

          A.   Receipt by the  Employer of the  Recovery  Amount  under  Section
               3.02, 4.01, or 5.02.

          B.   A transfer of rights to the Employer pursuant to Section 3.01(B).

     6.02 Suspension of Employer's Obligations.  In the event of the bankruptcy,
          ------------------------------------
receivership  or dissolution of the Employer,  or the "default" of the Employer,
as defined under  Section  3(x)(1) of the FDIA,  12 U.S.C.ss.  1813 (x)(1),  the
Employer's obligations under Section 2.03 shall be suspended.

     6.03 Amendment. This Agreement shall not be modified or amended except by a
          ---------
writing signed by the Employer and the Employee. This Agreement shall be binding
upon the heirs,  administrators  or executors and the  successors and assigns of
each party to this Agreement.

     6.04 Unfunded Arrangement.  The split-dollar arrangement established hereby
          --------------------
is an unfunded  employee  benefit plan maintained by the Employer  primarily for
the purpose of providing a life insurance death benefit for an Employee who is a
member of a select group of


                                       6
<PAGE>

management and a highly compensated  employee,  and the parties  acknowledge and
agree  that this  Agreement  is  exempt  from  Parts 2, 3 and 4 of the  Employee
Retirement Income Security Act of 1974.

     6.05 Claims Procedures.  The Employer,  Employee,  or any beneficiary under
          -----------------
the Policy may file a claim for benefits with the Insurer,  and shall be subject
to the claims procedure thereof.

     6.06 Binding  Agreement.  This Agreement shall be binding upon and inure to
          ------------------
the benefit of the Employer and its  successors  and  assignees and the Employee
and his assignees, heirs, executors, administrators and beneficiaries.

     6.07  Governing  Law.  This  Agreement  shall be  subject  to and  shall be
           --------------
construed in accordance with the laws of the State of Maryland.


                                       7
<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                        TRI-COUNTY FEDERAL SAVINGS BANK



Attest: /s/ Michael L. Middleton        By: /s/ Henry A. Shorter, Jr.
        ----------------------------        ------------------------------------
                                            Henry A. Shorter, Jr.
                                            Acting in his capacity as a Director


Witness: /s/ C. Marie Brown                 /s/ Michael L. Middleton
         ---------------------------        ------------------------------------
                                            Michael L. Middleton
                                            ("Employee")



                                       8
<PAGE>
                         TRI-COUNTY FEDERAL SAVINGS BANK

                            ------------------------

                             SPLIT DOLLAR AGREEMENT

                            ------------------------

     THIS AGREEMENT,  made and entered into this 28 day of August,  1996, by and
between TRI-COUNTY FEDERAL SAVINGS BANK, a corporation  chartered under the laws
of The State of  Maryland  and the  principal  office of which is located in the
Waldorf,  Maryland  (hereinafter called the "Employer"),  and C. Marie Brown, an
individual residing in Maryland (hereinafter called the "Employee").

     WHEREAS,  the Employee is a valuable officer of the Employer,  and wants to
obtain life insurance under a policy to be paid for by the Employer; and

     WHEREAS,  the Employer wishes to retain the services of the Employee and to
help the  Employee  obtain  such life  insurance  not only for the  benefit  and
protection  of the  Employee's  family (by  contributing  toward  payment of the
premiums due on the policy on the Employee's  life), but also through  retaining
the right to death  benefits  that would assist the  Employer in  replacing  the
Employee if necessary due to the Employee's death; and

     WHEREAS,  the Employee will be the owner of the insurance  policy  acquired
pursuant to the terms of this  Agreement  and the policy will be assigned to the
Employer as security for the  repayment  of the amounts  that the Employer  will
contribute  toward payment of the premiums due on each policy listed on Schedule
A hereto;

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement, it is agreed as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.01  "Assignment"  shall refer to the collateral  assignment of the Policy
            ----------
that the  Employee  will grant to the  Employer and that will be evidenced by an
instrument of assignment filed with the Insurer.  The form of such instrument of
assignment is attached as Schedule B hereto.

     1.02 "Change of Control"  shall refer to the  acquisition of the beneficial
           -----------------
ownership  (as that  term is  defined  in Rule  13d-3 of the  General  Rules and
Regulations  under the  Securities  Exchange  Act of 1934) of 25% or more of the
voting  securities  of the  Employer  (or of any bank  holding  company  for the
Employer) by any person or by persons acting as a "group" (within the meaning of
Section  13(d) of the  Securities  Exchange  Act of 1934).  For purposes of this
subparagraph  only, the term "person"  refers to an individual or a corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.


<PAGE>

     1.03 "Disability"  shall refer to that medically  determinable  physical or
           ----------
mental impairment that disables or incapacitates the Employee to the extent that
he is unable to perform his duties of  employment,  as stated in his  Employment
Agreement with the Employee,  and that establishes the Employee's eligibility to
receive disability benefits under his Employment Agreement.

     1.04  "Insurer"  shall  refer to any  insurance  company  that has issued a
            -------
policy.

     1.05  "Normal  Retirement"  shall  refer to an  Employee's  termination  of
            ------------------
service  with  the  Employer  on or after  the  Employee's  sixty-second  (62nd)
birthday for reasons other than death,  Disability,  Termination  for Cause,  or
Change of Control.

     1.06  "Policy"  shall refer to the insurance  policy or policies  listed on
            ------
Schedule A attached hereto.

     1.07 "Recovery Amount" shall mean the total amount of the Employer's share,
           ---------------
as set forth in Section 2.03(A), of the premiums paid by the Employer toward the
Policy,  except  that,  (i) in the context of the  Employee's  death while still
owning  the  Policy,  the  Recovery  Amount  shall  mean the amount to which the
Employer is entitled  under Section  3.02(B),  and (ii) in the context either of
the Employee's Termination for Cause or of the Employer's exercise of its rights
pursuant to Section 3.02 to receive the  Recovery  Amount from the cash value of
the Policy,  the  Recovery  Amount  shall mean the lesser of (a) the  Employer's
share of the premiums paid toward the Policy and (b) the cash surrender value of
the Policy as of the applicable determination date.

     1.08 "Termination for Cause" shall mean:
           ---------------------

          (A)  the Employer's termination of the Employee as a result of (1) the
               Employee's conviction of, or plea of nolo contendere to, a felony
                                                    ---- ----------
               or crime involving moral turpitude;  (2) the Employee's  personal
               dishonesty,   incompetence,   willful  misconduct,  breach  of  a
               fiduciary duty involving personal profit,  intentional failure to
               perform stated duties,  or willful violation of any law, rule, or
               regulation (other than traffic violations or similar offenses) or
               final  cease-and-desist  order;  or (3) the  Employee's  material
               breach of any  provision  of his  Employment  Agreement  with the
               Employer; or

          (B)  the removal of the Employee and/or  permanent  prohibition of the
               Employee  from  participating  in the  conduct of the  Employer's
               affairs by an order issued under  Sections  8(e)(4) or 8(g)(1) of
               the Federal  Deposit  Insurance Act ("FDIA"),  12 U.S.C.  Section
               1818(e)(4) or (g)(1).


                                       2
<PAGE>


                                   ARTICLE II
                          GENERAL TERMS AND CONDITIONS

     2.01  Application for Insurance.  The Employee will apply to the Insurer(s)
           -------------------------
for a Whole Life  Policy or  Policies  on his life in the face  amount  totaling
$1,000,000  and will do  everything  necessary to cause the Policy to be issued.
When the Policy is issued, the policy number,  face amount and plan of insurance
will be recorded  and  attached to this  Agreement,  and the Policy will then be
subject to the terms of this Agreement.

     2.02 Ownership of Policy. The Employee shall be the owner of the Policy and
          -------------------
may  exercise  all rights of  ownership  with  respect  to the Policy  except as
otherwise  provided in this Agreement and in the Assignment.  The Employee shall
have the right to name or change the beneficiary or beneficiaries of the Policy.
The Employee shall have the right to borrow against the Policy up to the maximum
loan  value of the  Policy,  reduced  by the  Recovery  Amount,  but  shall  not
otherwise  have the right to borrow  against  the Policy  except as set forth in
Section 5.02 of this Agreement. The Employer shall not borrow against the Policy
without the prior written  consent of the Employee.  While this  Agreement is in
force and effect,  the Employee shall not sell,  assign,  transfer,  exchange or
surrender or  otherwise  terminate  the Policy  without the  Employer's  written
consent.  The Employee may, however,  cause the surrender and termination of the
Policy at any time by providing  notice of the  termination  of the Agreement to
the Employer pursuant to Section 5.01.

     2.03 Payment of Premiums.  Subject to Section 3.01,  the Employer shall pay
          -------------------
the  premiums  on the Policy  during  the  Employee's  term of service  with the
Employer and for any period thereafter for which the Employer has the obligation
to pay  premiums  under  the  terms  of this  Agreement.  Each  premium  will be
allocated between the Employee and the Employer as follows:

          A.   The  Employer's  share of the premium  shall be the amount of the
               planned  periodic  premium  reduced  by an  amount  equal  to the
               economic benefit of the premium to the Employee,  as described in
               IRS Revenue Rulings 64-328 and 66-110 (the "Economic Benefit").

          B.   The  Employee's  share of the premium  shall be the amount of the
               Economic  Benefit.  Such share  shall be paid by the  Employer as
               agent for the  Employee  and shall be charged to the  Employee as
               cash  compensation,  and for all  purposes  shall be deemed  cash
               compensation to the Employee and not Employer-paid premiums.

     2.04  Employee's   Obligation  to  Employer.   The  Recovery  Amount  shall
           -------------------------------------
constitute  indebtedness  of the  Employee to the  Employer.  Repayment  of such
indebtedness  shall  be made in  accordance  with  Section  3.02 or 5.02 of this
Agreement.


                                       3
<PAGE>




     2.05  Assignment  of Policy.  The Employee  shall  collaterally  assign the
           ---------------------
Policy to the Employer as security for repayment of the Recovery  Amount through
execution  of the  form  of  Assignment  attached  as  Schedule  B  hereto.  The
Assignment may not be terminated, altered or changed without the written consent
of the Employer, but will terminate automatically upon the Employer's receipt of
the Recovery  Amount  pursuant to Section 3.02 or the Employee's  payment of the
Recovery Amount to the Employer pursuant to Section 5.02.

     2.06 Additional  Policy  Benefits and Riders.  The Employee may at any time
          ---------------------------------------
add a rider to the Policy.  Upon written  request by the Employer,  the Employee
will add a rider to the Policy for the benefit of the Employer.  The  additional
premium  for any  rider  that is added to the  Policy  will be paid by the party
entitled to receive the proceeds of the rider.

     2.07 Continuation of Employer's  Obligations upon Change of Control. Upon a
          --------------------------------------------------------------
Change of Control,  the Employer or its successor  organization  surviving after
the Change of Control shall be deemed to have assumed,  and shall be responsible
to discharge,  all  obligations of the Employer under this  Agreement.  Upon the
Employer's reorganization,  merger, consolidation,  or sale of substantially all
of its assets to another  organization,  the survivor or successor  organization
shall be deemed to have assumed,  and shall be  responsible  to  discharge,  all
obligations of the Employer under this Agreement,  and the term "Employer" shall
be deemed to refer to such successor or survivor organization.

                                   ARTICLE III
              EMPLOYER'S FUNDING OBLIGATIONS AND RIGHTS OF RECOVERY

     3.01 Employers Rights and Funding Obligations on Certain Events.
          ----------------------------------------------------------

          A.   Disability and Normal  Retirement.  If the Employee  resigns from
               ---------------------------------
               the  Employer's   employ  on  account  of  Disability  or  Normal
               Retirement,  the Employer shall pay the remaining premiums on the
               Policy if, as, and when due in the  ordinary  course,  subject to
               Section 2.03(A).

          B.   Termination  for  Cause.  Notwithstanding  any other  intervening
               -----------------------
               event,  upon the Employee's  Termination for Cause,  the Employer
               shall notify the Insurer of the Employee's Termination for Cause,
               and all rights,  title,  and interest in the Policy  shall,  upon
               such notice,  be  transferred  to the Employer under the terms of
               the  Policy as of the date of such  Termination  for  Cause.  The
               parties  hereby agree that the terms of the Policy shall  provide
               for the automatic  transfer of all rights,  title and interest to
               the Employer upon the conditions described in this Paragraph.

          C.   Termination  or Resignation  for Other Reasons.  In the event the
               ----------------------------------------------
               Employee is  terminated or resigns from service with the Employer
               for reasons  other than  Termination  for Cause,  Disability,  or
               Normal  Retirement,  this Agreement  shall continue in full force
               and effect, except that Employer


                                       4
<PAGE>

               shall have no further  obligation  to pay  premiums on the Policy
               upon such termination or resignation.

          D.   Termination  of  Agreement  by  Employee.  In the event  that the
               ----------------------------------------
               Employee provides written notice of termination of this Agreement
               to the Employer pursuant to Section 5.01, the Employer shall have
               no further  obligation to pay premiums on the Policy upon receipt
               of such notice.

     3.02  Employer's  Recovery  Upon  Death,   Resignation  or  Termination  of
           ---------------------------------------------------------------------
           Agreement.
           --------

          A.   Disability  or  Normal  Retirement.  If the  Employee  terminates
               ----------------------------------
               employment  with the Employer on account of  Disability or Normal
               Retirement, the Employer shall have the right, subject to Section
               5.02,  to receive the Recovery  Amount from the death  benefit or
               the cash value of the Policy,  upon the earlier of the Employee's
               death or the Employee's provision of notice of termination of the
               Agreement pursuant to Section 5.01.

          B.   Death of Employee.  If the employee  dies while he still owns the
               -----------------
               Policy  (whether  or not the  Employee is then an Employee of the
               Employer),  the Employer shall have the right to receive one half
                                                                        --- ----
               of the death benefit payable under the Policy.

          C.   Termination of Agreement by Employee;  Termination or Resignation
               -----------------------------------------------------------------
               of Employee for Other Reasons.  In the event the Employee  either
               -----------------------------
               provides written notice of termination of this Agreement pursuant
               to Section 5.01 hereof,  or is terminated or resigns from service
               with the Employer for reasons other than  Termination  for Cause,
               Disability  or Normal  Retirement,  the  Employer  shall have the
               right,  subject to Section 5.02,  to receive the Recovery  Amount
               from the death  benefit  or cash  value of the  Policy  upon such
               provision of notice, termination or resignation.

                                   ARTICLE IV
                         PAYMENTS UPON DEATH OF EMPLOYEE

     4.01 Employer's Actions. Upon the death of the Employee, the Employer shall
          ------------------
promptly take all actions necessary to obtain the Recovery Amount from the death
benefit of the Policy.

     4.02 Payment of Death Benefit to  Beneficiary.  Subject to the terms of the
          ----------------------------------------
Assignment  and to Section  3.02(B)  hereof,  the  balance of the death  benefit
provided under the Policy,  if any, shall be paid directly to the beneficiary or
beneficiaries of the Policy in the manner designated by the Employee. No payment
shall be made to the  beneficiary  or  beneficiaries  of the  Policy  until  the
Recovery Amount has been paid to the Employer in accordance with Section 3.02(B)
hereof. The parties hereto agree that the beneficiary  designation  provision of
the Policy shall



                                       5
<PAGE>

conform to the provisions hereof.


                                   ARTICLE V
                               RIGHTS OF EMPLOYEE

     5.01 Employee's Right to Terminate Agreement.  The Employee may at any time
          ---------------------------------------
effect the  termination  of this  Agreement by providing  written  notice to the
Board of Directors of the Employer.  Following such notice,  the Agreement shall
terminate either upon the Employee's  exercise of his option pursuant to Section
5.02 or upon the Employer's  receipt of the Recovery  Amount pursuant to Section
3.02(C).

     5.02  Employee's  Option  to  Receive  Release  of  Assignment.   Upon  the
           --------------------------------------------------------
occurrence of any of the events set forth in Section 3.02 that give the Employer
the right to receive the Recovery Amount from the cash value of the Policy,  the
Employee  shall have a 60-day  option to receive  from the Employer a release of
the Assignment in  consideration  of the Employee's cash payment of the Recovery
Amount to the Employer.  The Employer  agrees that the Employee  (solely for the
purpose of facilitating  his payment of the Recovery Amount to the Employer) may
borrow  or  withdraw  from the  Policy  cash  value  amounts  in  excess  of the
Employee's share of the cash value of the Policy.  If the Employee does not make
payment of the  Recovery  Amount  within the 60-day  period,  the  Employer  may
enforce  its right to receive the  Recovery  Amount from the cash value or death
benefit of the Policy.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.01  Termination of Agreement.  This Agreement shall terminate when either
           ------------------------
of the following events occur:

          A.   Receipt by the  Employer of the  Recovery  Amount  under  Section
               3.02, 4.01, or 5.02.

          B.   A transfer of rights to the Employer pursuant to Section 3.01(B).

     6.02 Suspension of Employer's Obligations.  In the event of the bankruptcy,
          ------------------------------------
receivership  or dissolution of the Employer,  or the "default" of the Employer,
as defined under Section 3(x)(1) of the FDIA, 12 U.S.C. Section 1813 (x)(1), the
Employer's obligations under Section 2.03 shall be suspended.

     6.03 Amendment. This Agreement shall not be modified or amended except by a
          ---------
writing signed by the Employer and the Employee. This Agreement shall be binding
upon the heirs,  administrators  or executors and the  successors and assigns of
each party to this Agreement.

     6.04 Unfunded Arrangement.  The split-dollar arrangement established hereby
          --------------------
is an unfunded  employee  benefit plan maintained by the Employer  primarily for
the purpose of providing a life insurance death benefit for an Employee who is a
member of a select group of


                                       6
<PAGE>

management and a highly compensated  employee,  and the parties  acknowledge and
agree  that this  Agreement  is  exempt  from  Parts 2, 3 and 4 of the  Employee
Retirement Income Security Act of 1974.

     6.05 Claims Procedures.  The Employer,  Employee,  or any beneficiary under
          -----------------
the Policy may file a claim for benefits with the Insurer,  and shall be subject
to the claims procedure thereof.

     6.06 Binding  Agreement.  This Agreement shall be binding upon and inure to
          ------------------
the benefit of the Employer and its  successors  and  assignees and the Employee
and his assignees, heirs, executors, administrators and beneficiaries.

     6.07  Governing  Law.  This  Agreement  shall be  subject  to and  shall be
           --------------
construed in accordance with the laws of the State of Maryland.

                                       7
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


                                        TRI-COUNTY FEDERAL SAVINGS BANK



Attest: /s/ Michael L. Middleton        By: /s/ Henry A. Shorter, Jr.
        ----------------------------        ------------------------------------
                                            Henry A. Shorter, Jr.
                                            Acting in his capacity as a Director


Witness: /s/ Gregory C. Cockerham           /s/ C. Marie Brown
         ---------------------------        ------------------------------------
                                            C. Marie Brownn
                                            ("Employee")




                                       8